This Client Referral Agreement (“Agreement”) is made effective as of Today by and between North Beam, Inc. (“NB”), with its principal place of business located at 338 Main Street, Unit 32D, San Francisco, CA 94105, and the partner company hereby registering to it’s partner program.
Whereas both NB and Company require certain business development services which, depending on the circumstances, one can provide (“Provider”) to the other (“Recipient”) 
in return for appropriate compensation.

NOW, THEREFORE, the parties agree as follows:

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1. Business Development Services

1.1 Business Development Services.

‍During the term of this Agreement, NB and Company will each provide the following business development services to the other:
(a) identify new business opportunities for deploying Recipient’s platform and services across Provider 's prospective and existing customer base and secure new customers.

1.2 Fees Payable to Provider.

‍As compensation for the Services, Recipient shall pay Provider a fee for its Services based on each Qualified Customer referred to Recipient by Provider. A Qualified Customer is defined as a customer who is introduced to Recipient exclusively by Provider, who then subsequently either signs a Service Agreement or otherwise engages with Recipient and becomes a paying customer of Recipient. Fees will be paid by Recipient to Provider on a quarterly basis in arrears, based on the fee schedule listed below and will be paid Net 30.

1.3 Fee Schedule.

‍Ten (10)% of Recipient’s Billable Fees generated from brand referrals sourced exclusively from Provider for two (2) years from contract inception.  

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2. Costs and Expenses

‍Each party shall bear its own costs in furtherance of its business in accordance with this Agreement.

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3. Confidential Information

‍Each party shall retain in confidence and shall not disclose to any other person any information furnished by the other party on a confidential basis under or in connection with the business of that other party without prior written consent of the other party.

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4. The Recipient’s Best Efforts

‍Recipient will use its best efforts, skill and experience in rendering the Services for clients that the Provider refers to Recipient pursuant to Section 1.1 of this Agreement. Neither the Provider nor any of its officers or employees shall be responsible for, and Recipient will hold the Provider and such persons harmless against, any and all claims or charges (and the cost and expense of defending against them) relating to the performance of Recipient’s services provided to the Qualified Customers referred 
by Provider to Recipient by Recipient.

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5. Termination

‍Either NB or Company may terminate this Agreement by giving written notice, including email, of termination to the other party least thirty (30) days prior to the date of such termination.

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6. Independent Contractors

‍Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

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7. Assignment

‍This Agreement may not be transferred or assigned by either party without the prior written consent of the other party.

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8. Entire Agreement

‍This Agreement constitutes the entire agreement and understanding between NB and Company with respect to the subject matter of this Agreement.

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9. Governing Law

‍This Agreement shall be governed by and interpreted in accordance with the laws 
of the State of California and the venue for any dispute or claim arising out of this Agreement shall be any court of competent jurisdiction located in California.

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‍10. Counterparts

‍This Agreement is agreed by the parties, by virtue of the recipient registering to the Northbeam partner program within the partnerstack portal.